1045-00001 · Client 1045 · Correspondence

closing-letter-to-client.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP Attorneys at Law

One Liberty Plaza, 52nd Floor New York, New York 10006

Telephone: (212) 555-7200 Facsimile: (212) 555-7201 www.calderwoodharkness.com

February 24, 2026

BY HAND DELIVERY AND ELECTRONIC MAIL

Diane K. Wexler, Esq. General Counsel & Corporate Secretary Belmont Ridge Bank, National Association 600 Lexington Avenue, 38th Floor New York, New York 10022

Re: Closing of $350,000,000 Aggregate Principal Amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 — Rule 144A Offering

Calderwood & Harkness Matter No. 1045-00001

Dear Diane:

We are pleased to confirm that the closing of the above-referenced offering was completed today, February 24, 2026. On behalf of the entire Calderwood & Harkness team, congratulations to you and the Belmont Ridge Bank team on the successful execution of this transaction.

As you know, Belmont Ridge Bank, National Association ("BRB" or the "Bank") today issued $350,000,000 aggregate principal amount of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Notes were issued under and pursuant to the Indenture dated as of February 24, 2026 (the "Indenture"), between BRB and Brindoval Trust Company, National Association, as trustee (the "Trustee").

Net proceeds of approximately $345,700,000 were delivered to BRB at closing today, representing the aggregate principal amount of $350,000,000 less the initial purchasers' discount of $2,275,000 (0.65% of the aggregate principal amount) and estimated offering expenses of approximately $1,150,000. The funds flow was completed in accordance with the Closing Funds Flow Memorandum dated February 24, 2026, and confirmed by all parties.

The offering was conducted pursuant to the terms and conditions of the Purchase Agreement dated February 19, 2026 (the "Purchase Agreement"), among BRB, Wainwright Zanthor & Co., LLC ("Wainwright Zanthor"), as representative of the several initial purchasers (the "Representative"), Redstone Capital Markets LLC ("Redstone"), and Kensington Hale Securities Inc. ("Kensington Hale" and, together with Wainwright Zanthor and Redstone, the "Initial Purchasers").

This letter serves to (i) transmit the closing binder for the transaction, (ii) summarize certain material post-closing obligations of BRB arising out of the transaction documents, (iii) address document retention matters, (iv) summarize outstanding fee and invoice matters, and (v) confirm the continued availability of Calderwood & Harkness for questions and ongoing assistance. Each of these topics is discussed below.

1. Transmittal of Closing Binder

1.1 Physical Closing Binder

Enclosed with this letter are two (2) bound copies of the closing binder (Volumes I and II) containing executed originals or conformed copies, as applicable, of all transaction documents delivered at or in connection with the closing. The closing binder has been prepared in accordance with the Master Closing Checklist, a copy of which is included at the front of each volume for reference. Volume I contains Tabs 1 through 12 (the principal transaction documents, opinions, and the comfort letter), and Volume II contains Tabs 13 through 24 (certificates, resolutions, regulatory filings, ancillary documents, and miscellaneous correspondence).

Each document has been tabbed and labeled for ease of reference, and a complete table of contents appears at the beginning of each volume. Where executed originals were available, they have been included in Volume I; conformed copies have been included in Volume II, and we have noted in the table of contents which documents are originals and which are conformed copies. If you require any additional executed originals beyond those provided, please contact us and we will coordinate with the relevant parties to obtain them.

1.2 Electronic Closing Binder

A complete electronic closing binder has been provided to Jonathan R. Talbott (Treasurer) on an encrypted USB drive containing searchable PDF copies of all executed documents. In addition, the complete electronic closing binder has been uploaded to our secure virtual file room. The secure file room URL and individual access credentials for both you and Jonathan R. Talbott have been transmitted separately under cover of a secure email sent earlier today. The electronic binder mirrors the organizational structure of the physical binder and follows the same tabbing and numbering conventions set forth in the Master Closing Checklist.

We recommend that BRB retain the USB drive in a secure location and maintain the electronic file room access for so long as any Notes remain outstanding. The file room access will remain active for a period of three (3) years from today's date, subject to extension upon request. Please contact Eric Johannsen if you experience any difficulty accessing the file room or if additional user credentials are needed for other members of BRB's legal or treasury departments.

1.3 Contents of the Closing Binder — Summary Index

The following is a summary index of the documents included in the closing binder. All documents are organized by Tab number, consistent with the Master Closing Checklist:

Tab 1: Purchase Agreement dated February 19, 2026, among BRB, Wainwright Zanthor & Co., LLC (as Representative of the Initial Purchasers), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. (executed)

Tab 2: Indenture dated February 24, 2026, between BRB and Brindoval Trust Company, National Association, as Trustee (executed)

Tab 3: Form of Rule 144A Global Note (CUSIP 082651 AB7; ISIN US082651AB73), representing $350,000,000 aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036

Tab 4: Registration Rights Agreement dated February 24, 2026, among BRB and the Initial Purchasers (executed)

Tab 5: Final Confidential Offering Memorandum dated February 19, 2026

Tab 6: Pricing Term Sheet dated February 19, 2026

Tab 7: Legal Opinion of Calderwood & Harkness LLP (Corporate/Securities) dated February 24, 2026, addressed to the Initial Purchasers

Tab 8: Tax Opinion of Calderwood & Harkness LLP dated February 24, 2026, addressed to BRB

Tab 9: Negative Assurance Letter (10b-5 Statement) of Calderwood & Harkness LLP dated February 24, 2026, addressed to the Initial Purchasers

Tab 10: Legal Opinion of Pennfield & Associates LLP (counsel to the Initial Purchasers) dated February 24, 2026, addressed to the Initial Purchasers

Tab 11: Legal Opinion of Trustee's Counsel dated February 24, 2026, addressed to BRB and the Initial Purchasers

Tab 12: Comfort Letter of Whitmore & Lathrop, P.C. (independent registered public accounting firm) dated February 24, 2026, addressed to the Initial Purchasers

Tab 13: Officer's Certificate (Bring-Down of Representations and Warranties) dated February 24, 2026, signed by Marcus D. Harrington, Chief Executive Officer, and Priya Narasimhan, Chief Financial Officer

Tab 14: Secretary's Certificate dated February 24, 2026, signed by Diane K. Wexler, General Counsel & Corporate Secretary, attaching certified copies of (a) the BRB Charter (OCC Charter No. 18742), (b) the Amended and Restated Bylaws of BRB, as currently in effect, (c) the Board Resolutions authorizing the issuance of the Notes and the execution and delivery of the transaction documents, and (d) the Certificate of Incumbency of BRB's authorized officers

Tab 15: BRB Board Resolutions (certified copy) authorizing the issuance of the Notes and related transaction documents

Tab 16: BRFG Board Resolutions (certified copy) — Belmont Ridge Financial Group, Inc. ("BRFG") acknowledgment and consent to the issuance of the Notes by BRB, its wholly-owned national bank subsidiary

Tab 17: Good Standing Certificate — Office of the Comptroller of the Currency (BRB)

Tab 18: Good Standing Certificate — Delaware Secretary of State (BRFG)

Tab 19: OCC Non-Objection Letter dated February 12, 2026 (OCC File No. 2026-SUB-0031), confirming that the OCC does not object to the issuance by BRB of the Notes on the terms described in BRB's subordinated debt notice

Tab 20: DTC Eligibility Letter confirming the eligibility of the Notes for book-entry transfer through the facilities of The Depository Trust Company (DTC Participant No. 0447 — Brindoval Trust Company, N.A.)

Tab 21: Closing Funds Flow Memorandum dated February 24, 2026

Tab 22: Cross-Receipt dated February 24, 2026, executed by BRB and the Representative on behalf of the Initial Purchasers, confirming delivery of the Notes against payment of the purchase price

Tab 23: Reliance Letter of Calderwood & Harkness LLP dated February 24, 2026

Tab 24: Miscellaneous correspondence and ancillary documents, including (a) draft OCC post-issuance notification, (b) CUSIP/ISIN confirmation, (c) DTC letters of representation, and (d) related filing correspondence

If BRB determines that any additional executed originals are needed beyond those included in the closing binder, Calderwood & Harkness will coordinate with the relevant parties to obtain and deliver them promptly.

2. Summary of Post-Closing Obligations

This Section 2 summarizes BRB's material post-closing obligations arising from the transaction documents and applicable regulatory requirements. This summary is intended as a practical reference guide and does not purport to be exhaustive; BRB's legal and compliance teams should review the underlying transaction documents for the complete terms and conditions of each obligation. Calderwood & Harkness strongly recommends that BRB calendar each of the deadlines identified below and assign internal responsibility for each item to a designated officer or department.

2.1 OCC Post-Issuance Filing

Under 12 C.F.R. § 5.47(g)(3), BRB is required to file a post-issuance notification with the Office of the Comptroller of the Currency following the closing of the subordinated debt issuance. This notification must be submitted to the OCC's Licensing Division within thirty (30) calendar days following the closing date (i.e., no later than March 26, 2026).

The post-issuance notification must include the following:

(a) a certification that the Notes were issued in accordance with the terms and conditions described in BRB's original subordinated debt notice filed with the OCC (OCC File No. 2026-SUB-0031);

(b) the final terms and conditions of the Notes, including any changes from those described in the original notice (we note that there were no material changes to the terms as described in the original notice);

(d) the form of Global Note; and

(e) such other information as the OCC may reasonably request.

Calderwood & Harkness has prepared a draft of this post-issuance notification, which is included in the closing binder at Tab 24. We recommend that BRB review this draft promptly and submit the notification to the OCC well in advance of the March 26, 2026 deadline. We are available to finalize the notification and coordinate the filing on BRB's behalf if requested.

2.2 Registration Rights Agreement — Key Deadlines and Obligations

Under the Registration Rights Agreement dated February 24, 2026 (Tab 4 of the closing binder), BRB has undertaken certain obligations with respect to the registration of the Notes under the Securities Act. Specifically, BRB has agreed to either:

(a) file a shelf registration statement on Form S-1 or Form S-3 (or any successor form) with the Securities and Exchange Commission (the "SEC") covering resales of the Notes by holders thereof; or

(b) commence and complete a registered exchange offer pursuant to which holders of the Notes may exchange their unregistered Notes for a new series of Notes that have been registered under the Securities Act and are substantially identical in all material respects (except that the exchange notes will not bear the restrictive legend or be subject to transfer restrictions),

in each case within the time periods specified in the Registration Rights Agreement. The key deadlines that BRB should track are as follows:

(i) Filing Deadline. BRB is required to file either a shelf registration statement or an exchange offer registration statement with the SEC no later than 270 days following the Closing Date (i.e., no later than November 22, 2026).

(ii) Effectiveness Deadline. BRB is required to use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC no later than 365 days following the Closing Date (i.e., no later than February 24, 2027).

(iii) Exchange Offer Completion Deadline. If BRB elects to pursue the exchange offer route, BRB must commence the exchange offer promptly following effectiveness and complete the exchange offer no later than 45 business days after effectiveness of the exchange offer registration statement.

Liquidated Damages. If BRB fails to meet any of the foregoing deadlines (each, a "Registration Default"), additional interest will accrue on the outstanding Notes at a rate of 0.25% per annum for the first 90-day period following such Registration Default, increasing by an additional 0.25% per annum for each subsequent 90-day period during which such Registration Default continues, up to a maximum additional interest rate of 1.00% per annum, payable to holders of the Notes in cash on each regular interest payment date. Given the potential financial impact of any such Registration Default, BRB should prioritize compliance with the Registration Rights Agreement deadlines.

Calderwood & Harkness has prepared a detailed internal Registration Rights Obligations Summary with a comprehensive timeline of all relevant deadlines, triggering events, and required actions. A copy of that summary was previously provided to you and Jonathan R. Talbott under separate cover on February 20, 2026. We recommend that this summary be circulated to the appropriate members of BRB's legal, finance, and treasury departments to ensure that all deadlines are properly calendared.

Calderwood & Harkness is available to assist BRB with the preparation, review, and filing of any registration statement or exchange offer documents as BRB determines the appropriate path forward. We recommend that BRB's management team make a preliminary determination regarding whether to pursue a shelf registration statement or an exchange offer no later than the end of the second quarter of 2026, to allow adequate time for document preparation and SEC review.

2.3 First Interest Payment Date

The first interest payment on the Notes is due September 1, 2026. Interest on the Notes accrues from February 24, 2026 (the Closing Date and Issue Date) at the fixed rate of 6.750% per annum, calculated on the basis of a 360-day year consisting of twelve 30-day months, and is payable semi-annually in arrears on March 1 and September 1 of each year during the fixed-rate period.

The first semi-annual interest payment will cover the period from and including February 24, 2026 through and including August 31, 2026 (a "short first period" of approximately 188 days on a 30/360 basis). BRB should coordinate with Brindoval Trust Company, N.A. in its capacity as Paying Agent under the Indenture to ensure timely funding of the first interest payment. The contact information for the Corporate Trust Office is as follows:

Brindoval Trust Company, National Association Corporate Trust Office 100 Federal Street, Suite 800 Boston, Massachusetts 02110

Attention: Helen M. Briggs, Vice President, Corporate Trust

Telephone: (617) 555-3400

Email: helen.briggs@crestviewtrust.com

We recommend that BRB's treasury department coordinate with Ms. Briggs well in advance of the September 1, 2026 payment date to confirm the payment mechanics, the amount of the first interest payment, and the applicable record date for the first payment (which, under the Indenture, is the fifteenth calendar day preceding the payment date, i.e., August 17, 2026).

2.4 Ongoing Reporting and Covenant Compliance

Under the Indenture, BRB has certain ongoing affirmative covenants, including but not limited to the following:

(a) Annual Financial Statements. BRB shall deliver to the Trustee, within 120 days after the end of each fiscal year, a copy of BRB's annual audited financial statements (or, if BRB files periodic reports with any federal banking regulatory agency, BRB may satisfy this requirement by delivering such reports or by notifying the Trustee that such reports have been filed and are publicly available).

(b) Quarterly Financial Statements. BRB shall deliver to the Trustee, within 60 days after the end of each of the first three fiscal quarters, a copy of BRB's unaudited quarterly financial statements (or, if publicly available, by notice to the Trustee that such reports have been filed).

(c) Officer's Compliance Certificate. BRB shall deliver to the Trustee, simultaneously with the delivery of the annual financial statements, a certificate signed by a senior officer of BRB stating that, to the knowledge of such officer after reasonable inquiry, BRB is in compliance with all conditions and covenants under the Indenture, or if any Event of Default or event that with the giving of notice or lapse of time or both would constitute an Event of Default has occurred, specifying the nature of such event and the action BRB has taken or proposes to take with respect thereto.

(d) Notice of Default. BRB shall promptly deliver written notice to the Trustee upon becoming aware of the occurrence of any Event of Default or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Indenture.

(e) Maintenance of Corporate Existence and Properties. BRB shall maintain its corporate existence as a national banking association and maintain its properties and assets in good condition and working order, subject to customary exceptions as set forth in the Indenture.

BRB should ensure that its finance, legal, and compliance teams are fully aware of these periodic delivery obligations and incorporate them into BRB's existing regulatory and financial reporting calendars. We recommend that a copy of the relevant covenants section of the Indenture (Article V) be circulated to the appropriate internal stakeholders.

2.5 Federal Reserve Reporting (BRFG)

Belmont Ridge Financial Group, Inc. ("BRFG"), as the parent bank holding company and sole shareholder of BRB, should reflect the newly issued $350,000,000 subordinated notes as Tier 2 capital on its FR Y-9C Consolidated Financial Statements for Bank Holding Companies filed with the Board of Governors of the Federal Reserve System. The Notes qualify as Tier 2 capital under the applicable Basel III capital rules as implemented by the OCC and the Federal Reserve, subject to the phase-out provisions applicable during the final five years prior to maturity.

No separate Federal Reserve approval was required for the issuance of the Notes by BRB, as the issuance was made by BRB (the subsidiary national bank) rather than by BRFG directly. However, accurate and timely reporting of the Notes as Tier 2 capital is required, and BRFG's external auditors and regulatory counsel should be informed of the issuance for purposes of preparing the next quarterly FR Y-9C filing. BRFG's first quarterly filing reflecting the Notes will be its FR Y-9C for the quarter ending March 31, 2026.

2.6 Optional Redemption — Future Considerations

The Notes contain optional redemption provisions that BRB's management and board should be aware of for future planning purposes:

(a) Optional Redemption on or after the Reset Date. The Notes are redeemable, in whole or in part, at BRB's option, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date, on any interest payment date on or after March 1, 2031 (the "Fixed-to-Floating Rate Reset Date"). As of the Reset Date, the interest rate on the Notes will reset from the fixed rate of 6.750% per annum to a floating rate equal to the then-current Five-Year U.S. Treasury Rate plus 276 basis points, as determined in accordance with the terms of the Indenture.

(b) Special Event Redemption. The Notes are also redeemable at par plus accrued and unpaid interest at any time, in whole but not in part, upon the occurrence of a "Tax Event" or a "Regulatory Capital Treatment Event," each as defined in the Indenture.

(c) OCC Approval Requirement. Any optional redemption of the Notes, whether pursuant to clause (a) or clause (b) above, is subject to the prior written approval of the OCC (or any successor regulatory authority) to the extent then required under applicable law or regulation. BRB should allow adequate lead time (typically 30 to 90 days in advance of the intended redemption date) for the OCC approval process.

(d) Notice to Holders. In connection with any optional redemption, BRB must provide not less than 30 nor more than 60 days' prior written notice to the holders of the Notes (through the Trustee in accordance with the applicable notice provisions of the Indenture and the procedures of DTC).

We note that BRB's management has indicated that a portion of the net proceeds of this offering may be used to fund the future redemption of BRB's existing 5.250% Subordinated Notes due 2027 ($200,000,000 aggregate principal amount outstanding; maturity date: November 15, 2027; first optional redemption date: November 15, 2022, which has already passed, and therefore those notes are currently callable at par). The 2027 notes were issued under a separate indenture dated November 15, 2017, between BRB and Brindoval Trust Company, N.A. (which also serves as trustee under that indenture).

If BRB determines to proceed with the redemption of the 2027 notes, Calderwood & Harkness is available to assist with the mechanics of such redemption, including the preparation and filing of the OCC redemption notice, the preparation and delivery of the notice of redemption to holders through Brindoval Trust, and coordination with DTC. We recommend that BRB engage with us early in the planning process to ensure compliance with all applicable regulatory and contractual requirements.

2.7 Transfer Restrictions and Legend Removal

The Notes were sold in a private placement pursuant to Rule 144A under the Securities Act and, accordingly, bear restrictive legends indicating that they have not been registered under the Securities Act and are subject to certain transfer restrictions. The Global Note held by the nominee of DTC reflects these legends.

Holders of the Notes may request removal of the restrictive legends under the following circumstances:

(a) upon the completion of a registered exchange offer pursuant to the Registration Rights Agreement, with respect to Notes exchanged in such offer;

(b) upon the effectiveness of a shelf registration statement covering the resale of the Notes, with respect to Notes sold pursuant to such shelf registration statement; or

(c) upon compliance with the applicable seasoning and transfer requirements under Rule 144 of the Securities Act (including the passage of any applicable holding period and satisfaction of the other conditions of Rule 144), with respect to Notes sold in reliance on Rule 144.

BRB should be prepared to coordinate with Brindoval Trust Company, N.A., in its capacity as Registrar and Transfer Agent under the Indenture, on any legend removal requests received from holders. Such requests typically require delivery of an opinion of counsel confirming that the applicable conditions for legend removal have been satisfied, or a certification from the holder that the conditions of Rule 144 have been met. Calderwood & Harkness is available to provide such opinions or to advise BRB's in-house counsel on the applicable requirements as requests arise.

2.8 Rating Agency Maintenance

The Notes have been rated by two nationally recognized statistical rating organizations ("NRSROs"):

Meridian Ratings Group, Inc. Current Rating: BBB (stable outlook) Analyst: Kenji Okamura Telephone: (212) 555-9100

Archer Bond Analytics LLC Current Rating: Baa2 (stable outlook) Analyst: Rebecca Lin-Torres Telephone: (212) 555-8200

Both rating agencies maintain ongoing surveillance of the Notes and of BRB's overall credit profile. BRB should continue to provide timely financial and corporate information to both NRSROs as requested and should promptly notify each rating agency of any material developments that could affect BRB's creditworthiness or the terms of the Notes. In particular, BRB should ensure that each agency receives copies of BRB's quarterly and annual financial statements, Call Reports, and any material public filings or announcements on a timely basis.

We note that any downgrade or withdrawal of either rating could trigger increased investor attention, potential secondary market price volatility, and may affect BRB's ability to issue additional capital instruments in the future. Maintaining an open and proactive dialogue with each rating agency is advisable.

3. Document Retention and Record-Keeping

Calderwood & Harkness will retain its working files related to this transaction, including drafts, correspondence, notes, and other work product, in accordance with the firm's standard document retention policies. As a general matter, our files for capital markets transactions are retained for a period of not less than ten (10) years following the closing date, after which they are subject to the firm's routine records management procedures.

BRB should retain all executed originals and the closing binder (both physical and electronic) in a secure location, with copies accessible to BRB's legal, treasury, and finance departments. Given the ten-year maturity of the Notes, we recommend that BRB plan to retain the complete transaction record for the life of the Notes plus any applicable statute of limitations period.

In particular, we recommend that BRB maintain a separate, readily accessible file containing the following key documents, for ease of reference in connection with ongoing compliance, future capital planning, and any potential redemption or registration activity:

(a) the executed Indenture (Tab 2);

(b) the form of Global Note (Tab 3);

(d) the OCC Non-Objection Letter dated February 12, 2026 (Tab 19);

(e) all certified Board Resolutions of BRB and BRFG (Tabs 15 and 16);

(f) the Closing Funds Flow Memorandum (Tab 21); and

(g) the Officer's Certificate and Secretary's Certificate (Tabs 13 and 14).

This separate file should be maintained in a location known to BRB's General Counsel, Treasurer, and Chief Financial Officer, and should be updated as appropriate to include any future amendments, supplements, or waivers related to the transaction documents.

4. Outstanding Invoices and Fee Matters

Calderwood & Harkness's final invoice for legal services rendered through and including the closing date will be transmitted separately in accordance with the firm's standard billing procedures. As noted in our engagement letter dated November 10, 2025, our estimated legal fees and disbursements for this matter were $425,000 (exclusive of applicable taxes). We anticipate that our final fees and disbursements will be within this estimate, and any variance will be discussed with you prior to submission of the invoice.

Pursuant to Section 7(d) of the Purchase Agreement, BRB has also agreed to reimburse Pennfield & Associates LLP, as counsel to the Initial Purchasers, for their reasonable and documented fees and disbursements incurred in connection with this transaction, estimated at approximately $275,000. We understand that Pennfield & Associates will submit its invoice directly to BRB's treasury department.

In addition, the following invoices from other service providers should be expected and processed through BRB's treasury department in accordance with the Closing Funds Flow Memorandum and the applicable provisions of the Purchase Agreement:

We recommend that BRB's treasury department confirm receipt of each invoice against the Closing Funds Flow Memorandum and process payments promptly to avoid any outstanding payables related to the transaction.

5. Availability for Questions and Ongoing Assistance

Calderwood & Harkness remains available to assist BRB with any questions regarding the transaction documents, the post-closing obligations summarized in this letter, or any other matters arising out of or related to this offering. We are committed to providing BRB with seamless ongoing support as you navigate the post-closing compliance landscape and consider future capital planning initiatives.

Your primary contacts at Calderwood & Harkness for matters relating to this transaction are as follows:

Vivienne St. Claire, Partner, Capital Markets (Responsible Partner) Telephone: (212) 555-7210

Email: vstclaire@calderwoodharkness.com

Eric Johannsen, Senior Associate, Capital Markets (Lead Associate) Telephone: (212) 555-7245

Email: ejohannsen@calderwoodharkness.com

Leonard Cross, Partner, Tax (for tax-related matters, including the Tax Opinion and any Tax Event or Regulatory Capital Treatment Event analysis) Telephone: (212) 555-7260

Email: lcross@calderwoodharkness.com

For regulatory capital questions, OCC filings (including the post-issuance notification and any future OCC redemption applications), or Federal Reserve reporting matters, please contact Vivienne St. Claire or Eric Johannsen directly.

We are pleased to have assisted Belmont Ridge Bank, National Association in this important capital markets transaction. The successful completion of this $350,000,000 subordinated debt offering represents a significant step in strengthening BRB's regulatory capital position, and we commend the BRB team for the professionalism and efficiency with which this transaction was executed. We look forward to our continued relationship with BRB and BRFG and to assisting you with future capital markets, regulatory, and corporate matters.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Vivienne St. Claire Partner, Capital Markets Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006

cc: Marcus D. Harrington, Chief Executive Officer, BRB cc: Priya Narasimhan, Chief Financial Officer, BRB cc: Jonathan R. Talbott, Treasurer, BRB cc: Robert Adeyemi, Billing Partner, Calderwood & Harkness LLP cc: Eric Johannsen, Lead Associate, Calderwood & Harkness LLP cc: Claire Dempsey, Working Associate, Calderwood & Harkness LLP cc: Leonard Cross, Tax Partner, Calderwood & Harkness LLP

Enclosures:

1. Closing Binder (2 bound volumes — Volumes I and II)

2. USB drive containing complete electronic closing binder

This letter and the enclosed materials contain information that is privileged, confidential, and subject to the attorney-client privilege and/or attorney work product doctrine. This letter is intended solely for the use of the addressee and the individuals copied herein. If you have received this communication in error, please notify us immediately and destroy all copies.

Service Provider	Description	Estimated Amount
Brindoval Trust Company, N.A.	Trustee acceptance fee and first-year annual fee	$35,000
Whitmore & Lathrop, P.C.	Comfort letter and related audit procedures	$85,000
Meridian Ratings Group, Inc. and Archer Bond Analytics LLC	Initial rating fees (combined)	$210,000
Donnegan Financial Press Inc.	Printing of Confidential Offering Memorandum and related materials	$45,000
Miscellaneous	Blue sky fees, DTC fees, CUSIP Bureau fees, and other ancillary costs	$75,000
Total Estimated Third-Party Expenses	$450,000

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 52nd Floor New York, New York 10006
Telephone: (212) 555-7200 Facsimile: (212) 555-7201 www.calderwoodharkness.com
February 24, 2026
BY HAND DELIVERY AND ELECTRONIC MAIL
Diane K. Wexler, Esq. General Counsel & Corporate Secretary Belmont Ridge Bank, National Association 600 Lexington Avenue, 38th Floor New York, New York 10022
Re: Closing of $350,000,000 Aggregate Principal Amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 — Rule 144A Offering
Calderwood & Harkness Matter No. 1045-00001
Dear Diane:
We are pleased to confirm that the closing of the above-referenced offering was completed today, February 24, 2026. On behalf of the entire Calderwood & Harkness team, congratulations to you and the Belmont Ridge Bank team on the successful execution of this transaction.
As you know, Belmont Ridge Bank, National Association ("BRB" or the "Bank") today issued $350,000,000 aggregate principal amount of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the "Notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Notes were issued under and pursuant to the Indenture dated as of February 24, 2026 (the "Indenture"), between BRB and Brindoval Trust Company, National Association, as trustee (the "Trustee").
Net proceeds of approximately $345,700,000 were delivered to BRB at closing today, representing the aggregate principal amount of $350,000,000 less the initial purchasers' discount of $2,275,000 (0.65% of the aggregate principal amount) and estimated offering expenses of approximately $1,150,000. The funds flow was completed in accordance with the Closing Funds Flow Memorandum dated February 24, 2026, and confirmed by all parties.
The offering was conducted pursuant to the terms and conditions of the Purchase Agreement dated February 19, 2026 (the "Purchase Agreement"), among BRB, Wainwright Zanthor & Co., LLC ("Wainwright Zanthor"), as representative of the several initial purchasers (the "Representative"), Redstone Capital Markets LLC ("Redstone"), and Kensington Hale Securities Inc. ("Kensington Hale" and, together with Wainwright Zanthor and Redstone, the "Initial Purchasers").
This letter serves to (i) transmit the closing binder for the transaction, (ii) summarize certain material post-closing obligations of BRB arising out of the transaction documents, (iii) address document retention matters, (iv) summarize outstanding fee and invoice matters, and (v) confirm the continued availability of Calderwood & Harkness for questions and ongoing assistance. Each of these topics is discussed below.
1. Transmittal of Closing Binder
1.1 Physical Closing Binder
Enclosed with this letter are two (2) bound copies of the closing binder (Volumes I and II) containing executed originals or conformed copies, as applicable, of all transaction documents delivered at or in connection with the closing. The closing binder has been prepared in accordance with the Master Closing Checklist, a copy of which is included at the front of each volume for reference. Volume I contains Tabs 1 through 12 (the principal transaction documents, opinions, and the comfort letter), and Volume II contains Tabs 13 through 24 (certificates, resolutions, regulatory filings, ancillary documents, and miscellaneous correspondence).
Each document has been tabbed and labeled for ease of reference, and a complete table of contents appears at the beginning of each volume. Where executed originals were available, they have been included in Volume I; conformed copies have been included in Volume II, and we have noted in the table of contents which documents are originals and which are conformed copies. If you require any additional executed originals beyond those provided, please contact us and we will coordinate with the relevant parties to obtain them.
1.2 Electronic Closing Binder
A complete electronic closing binder has been provided to Jonathan R. Talbott (Treasurer) on an encrypted USB drive containing searchable PDF copies of all executed documents. In addition, the complete electronic closing binder has been uploaded to our secure virtual file room. The secure file room URL and individual access credentials for both you and Jonathan R. Talbott have been transmitted separately under cover of a secure email sent earlier today. The electronic binder mirrors the organizational structure of the physical binder and follows the same tabbing and numbering conventions set forth in the Master Closing Checklist.
We recommend that BRB retain the USB drive in a secure location and maintain the electronic file room access for so long as any Notes remain outstanding. The file room access will remain active for a period of three (3) years from today's date, subject to extension upon request. Please contact Eric Johannsen if you experience any difficulty accessing the file room or if additional user credentials are needed for other members of BRB's legal or treasury departments.
1.3 Contents of the Closing Binder — Summary Index
The following is a summary index of the documents included in the closing binder. All documents are organized by Tab number, consistent with the Master Closing Checklist:
Tab 1: Purchase Agreement dated February 19, 2026, among BRB, Wainwright Zanthor & Co., LLC (as Representative of the Initial Purchasers), Redstone Capital Markets LLC, and Kensington Hale Securities Inc. (executed)
Tab 2: Indenture dated February 24, 2026, between BRB and Brindoval Trust Company, National Association, as Trustee (executed)
Tab 3: Form of Rule 144A Global Note (CUSIP 082651 AB7; ISIN US082651AB73), representing $350,000,000 aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036
Tab 4: Registration Rights Agreement dated February 24, 2026, among BRB and the Initial Purchasers (executed)
Tab 5: Final Confidential Offering Memorandum dated February 19, 2026
Tab 6: Pricing Term Sheet dated February 19, 2026
Tab 7: Legal Opinion of Calderwood & Harkness LLP (Corporate/Securities) dated February 24, 2026, addressed to the Initial Purchasers
Tab 8: Tax Opinion of Calderwood & Harkness LLP dated February 24, 2026, addressed to BRB
Tab 9: Negative Assurance Letter (10b-5 Statement) of Calderwood & Harkness LLP dated February 24, 2026, addressed to the Initial Purchasers
Tab 10: Legal Opinion of Pennfield & Associates LLP (counsel to the Initial Purchasers) dated February 24, 2026, addressed to the Initial Purchasers
Tab 11: Legal Opinion of Trustee's Counsel dated February 24, 2026, addressed to BRB and the Initial Purchasers
Tab 12: Comfort Letter of Whitmore & Lathrop, P.C. (independent registered public accounting firm) dated February 24, 2026, addressed to the Initial Purchasers
Tab 13: Officer's Certificate (Bring-Down of Representations and Warranties) dated February 24, 2026, signed by Marcus D. Harrington, Chief Executive Officer, and Priya Narasimhan, Chief Financial Officer
Tab 14: Secretary's Certificate dated February 24, 2026, signed by Diane K. Wexler, General Counsel & Corporate Secretary, attaching certified copies of (a) the BRB Charter (OCC Charter No. 18742), (b) the Amended and Restated Bylaws of BRB, as currently in effect, (c) the Board Resolutions authorizing the issuance of the Notes and the execution and delivery of the transaction documents, and (d) the Certificate of Incumbency of BRB's authorized officers
Tab 15: BRB Board Resolutions (certified copy) authorizing the issuance of the Notes and related transaction documents
Tab 16: BRFG Board Resolutions (certified copy) — Belmont Ridge Financial Group, Inc. ("BRFG") acknowledgment and consent to the issuance of the Notes by BRB, its wholly-owned national bank subsidiary
Tab 17: Good Standing Certificate — Office of the Comptroller of the Currency (BRB)
Tab 18: Good Standing Certificate — Delaware Secretary of State (BRFG)
Tab 19: OCC Non-Objection Letter dated February 12, 2026 (OCC File No. 2026-SUB-0031), confirming that the OCC does not object to the issuance by BRB of the Notes on the terms described in BRB's subordinated debt notice
Tab 20: DTC Eligibility Letter confirming the eligibility of the Notes for book-entry transfer through the facilities of The Depository Trust Company (DTC Participant No. 0447 — Brindoval Trust Company, N.A.)
Tab 21: Closing Funds Flow Memorandum dated February 24, 2026
Tab 22: Cross-Receipt dated February 24, 2026, executed by BRB and the Representative on behalf of the Initial Purchasers, confirming delivery of the Notes against payment of the purchase price
Tab 23: Reliance Letter of Calderwood & Harkness LLP dated February 24, 2026
Tab 24: Miscellaneous correspondence and ancillary documents, including (a) draft OCC post-issuance notification, (b) CUSIP/ISIN confirmation, (c) DTC letters of representation, and (d) related filing correspondence
If BRB determines that any additional executed originals are needed beyond those included in the closing binder, Calderwood & Harkness will coordinate with the relevant parties to obtain and deliver them promptly.
2. Summary of Post-Closing Obligations
This Section 2 summarizes BRB's material post-closing obligations arising from the transaction documents and applicable regulatory requirements. This summary is intended as a practical reference guide and does not purport to be exhaustive; BRB's legal and compliance teams should review the underlying transaction documents for the complete terms and conditions of each obligation. Calderwood & Harkness strongly recommends that BRB calendar each of the deadlines identified below and assign internal responsibility for each item to a designated officer or department.
2.1 OCC Post-Issuance Filing
Under 12 C.F.R. § 5.47(g)(3), BRB is required to file a post-issuance notification with the Office of the Comptroller of the Currency following the closing of the subordinated debt issuance. This notification must be submitted to the OCC's Licensing Division within thirty (30) calendar days following the closing date (i.e., no later than March 26, 2026).
The post-issuance notification must include the following:
(a) a certification that the Notes were issued in accordance with the terms and conditions described in BRB's original subordinated debt notice filed with the OCC (OCC File No. 2026-SUB-0031);
(b) the final terms and conditions of the Notes, including any changes from those described in the original notice (we note that there were no material changes to the terms as described in the original notice);
(c) an executed copy of the Indenture dated February 24, 2026;
(d) the form of Global Note; and
(e) such other information as the OCC may reasonably request.
Calderwood & Harkness has prepared a draft of this post-issuance notification, which is included in the closing binder at Tab 24. We recommend that BRB review this draft promptly and submit the notification to the OCC well in advance of the March 26, 2026 deadline. We are available to finalize the notification and coordinate the filing on BRB's behalf if requested.
2.2 Registration Rights Agreement — Key Deadlines and Obligations
Under the Registration Rights Agreement dated February 24, 2026 (Tab 4 of the closing binder), BRB has undertaken certain obligations with respect to the registration of the Notes under the Securities Act. Specifically, BRB has agreed to either:
(a) file a shelf registration statement on Form S-1 or Form S-3 (or any successor form) with the Securities and Exchange Commission (the "SEC") covering resales of the Notes by holders thereof; or
(b) commence and complete a registered exchange offer pursuant to which holders of the Notes may exchange their unregistered Notes for a new series of Notes that have been registered under the Securities Act and are substantially identical in all material respects (except that the exchange notes will not bear the restrictive legend or be subject to transfer restrictions),
in each case within the time periods specified in the Registration Rights Agreement. The key deadlines that BRB should track are as follows:
(i) Filing Deadline. BRB is required to file either a shelf registration statement or an exchange offer registration statement with the SEC no later than 270 days following the Closing Date (i.e., no later than November 22, 2026).
(ii) Effectiveness Deadline. BRB is required to use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC no later than 365 days following the Closing Date (i.e., no later than February 24, 2027).
(iii) Exchange Offer Completion Deadline. If BRB elects to pursue the exchange offer route, BRB must commence the exchange offer promptly following effectiveness and complete the exchange offer no later than 45 business days after effectiveness of the exchange offer registration statement.
Liquidated Damages. If BRB fails to meet any of the foregoing deadlines (each, a "Registration Default"), additional interest will accrue on the outstanding Notes at a rate of 0.25% per annum for the first 90-day period following such Registration Default, increasing by an additional 0.25% per annum for each subsequent 90-day period during which such Registration Default continues, up to a maximum additional interest rate of 1.00% per annum, payable to holders of the Notes in cash on each regular interest payment date. Given the potential financial impact of any such Registration Default, BRB should prioritize compliance with the Registration Rights Agreement deadlines.
Calderwood & Harkness has prepared a detailed internal Registration Rights Obligations Summary with a comprehensive timeline of all relevant deadlines, triggering events, and required actions. A copy of that summary was previously provided to you and Jonathan R. Talbott under separate cover on February 20, 2026. We recommend that this summary be circulated to the appropriate members of BRB's legal, finance, and treasury departments to ensure that all deadlines are properly calendared.
Calderwood & Harkness is available to assist BRB with the preparation, review, and filing of any registration statement or exchange offer documents as BRB determines the appropriate path forward. We recommend that BRB's management team make a preliminary determination regarding whether to pursue a shelf registration statement or an exchange offer no later than the end of the second quarter of 2026, to allow adequate time for document preparation and SEC review.
2.3 First Interest Payment Date
The first interest payment on the Notes is due September 1, 2026. Interest on the Notes accrues from February 24, 2026 (the Closing Date and Issue Date) at the fixed rate of 6.750% per annum, calculated on the basis of a 360-day year consisting of twelve 30-day months, and is payable semi-annually in arrears on March 1 and September 1 of each year during the fixed-rate period.
The first semi-annual interest payment will cover the period from and including February 24, 2026 through and including August 31, 2026 (a "short first period" of approximately 188 days on a 30/360 basis). BRB should coordinate with Brindoval Trust Company, N.A. in its capacity as Paying Agent under the Indenture to ensure timely funding of the first interest payment. The contact information for the Corporate Trust Office is as follows:
Brindoval Trust Company, National Association Corporate Trust Office 100 Federal Street, Suite 800 Boston, Massachusetts 02110
Attention: Helen M. Briggs, Vice President, Corporate Trust
Telephone: (617) 555-3400
Email: helen.briggs@crestviewtrust.com
We recommend that BRB's treasury department coordinate with Ms. Briggs well in advance of the September 1, 2026 payment date to confirm the payment mechanics, the amount of the first interest payment, and the applicable record date for the first payment (which, under the Indenture, is the fifteenth calendar day preceding the payment date, i.e., August 17, 2026).
2.4 Ongoing Reporting and Covenant Compliance
Under the Indenture, BRB has certain ongoing affirmative covenants, including but not limited to the following:
(a) Annual Financial Statements. BRB shall deliver to the Trustee, within 120 days after the end of each fiscal year, a copy of BRB's annual audited financial statements (or, if BRB files periodic reports with any federal banking regulatory agency, BRB may satisfy this requirement by delivering such reports or by notifying the Trustee that such reports have been filed and are publicly available).
(b) Quarterly Financial Statements. BRB shall deliver to the Trustee, within 60 days after the end of each of the first three fiscal quarters, a copy of BRB's unaudited quarterly financial statements (or, if publicly available, by notice to the Trustee that such reports have been filed).
(c) Officer's Compliance Certificate. BRB shall deliver to the Trustee, simultaneously with the delivery of the annual financial statements, a certificate signed by a senior officer of BRB stating that, to the knowledge of such officer after reasonable inquiry, BRB is in compliance with all conditions and covenants under the Indenture, or if any Event of Default or event that with the giving of notice or lapse of time or both would constitute an Event of Default has occurred, specifying the nature of such event and the action BRB has taken or proposes to take with respect thereto.
(d) Notice of Default. BRB shall promptly deliver written notice to the Trustee upon becoming aware of the occurrence of any Event of Default or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Indenture.
(e) Maintenance of Corporate Existence and Properties. BRB shall maintain its corporate existence as a national banking association and maintain its properties and assets in good condition and working order, subject to customary exceptions as set forth in the Indenture.
BRB should ensure that its finance, legal, and compliance teams are fully aware of these periodic delivery obligations and incorporate them into BRB's existing regulatory and financial reporting calendars. We recommend that a copy of the relevant covenants section of the Indenture (Article V) be circulated to the appropriate internal stakeholders.
2.5 Federal Reserve Reporting (BRFG)
Belmont Ridge Financial Group, Inc. ("BRFG"), as the parent bank holding company and sole shareholder of BRB, should reflect the newly issued $350,000,000 subordinated notes as Tier 2 capital on its FR Y-9C Consolidated Financial Statements for Bank Holding Companies filed with the Board of Governors of the Federal Reserve System. The Notes qualify as Tier 2 capital under the applicable Basel III capital rules as implemented by the OCC and the Federal Reserve, subject to the phase-out provisions applicable during the final five years prior to maturity.
No separate Federal Reserve approval was required for the issuance of the Notes by BRB, as the issuance was made by BRB (the subsidiary national bank) rather than by BRFG directly. However, accurate and timely reporting of the Notes as Tier 2 capital is required, and BRFG's external auditors and regulatory counsel should be informed of the issuance for purposes of preparing the next quarterly FR Y-9C filing. BRFG's first quarterly filing reflecting the Notes will be its FR Y-9C for the quarter ending March 31, 2026.
2.6 Optional Redemption — Future Considerations
The Notes contain optional redemption provisions that BRB's management and board should be aware of for future planning purposes:
(a) Optional Redemption on or after the Reset Date. The Notes are redeemable, in whole or in part, at BRB's option, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date, on any interest payment date on or after March 1, 2031 (the "Fixed-to-Floating Rate Reset Date"). As of the Reset Date, the interest rate on the Notes will reset from the fixed rate of 6.750% per annum to a floating rate equal to the then-current Five-Year U.S. Treasury Rate plus 276 basis points, as determined in accordance with the terms of the Indenture.
(b) Special Event Redemption. The Notes are also redeemable at par plus accrued and unpaid interest at any time, in whole but not in part, upon the occurrence of a "Tax Event" or a "Regulatory Capital Treatment Event," each as defined in the Indenture.
(c) OCC Approval Requirement. Any optional redemption of the Notes, whether pursuant to clause (a) or clause (b) above, is subject to the prior written approval of the OCC (or any successor regulatory authority) to the extent then required under applicable law or regulation. BRB should allow adequate lead time (typically 30 to 90 days in advance of the intended redemption date) for the OCC approval process.
(d) Notice to Holders. In connection with any optional redemption, BRB must provide not less than 30 nor more than 60 days' prior written notice to the holders of the Notes (through the Trustee in accordance with the applicable notice provisions of the Indenture and the procedures of DTC).
We note that BRB's management has indicated that a portion of the net proceeds of this offering may be used to fund the future redemption of BRB's existing 5.250% Subordinated Notes due 2027 ($200,000,000 aggregate principal amount outstanding; maturity date: November 15, 2027; first optional redemption date: November 15, 2022, which has already passed, and therefore those notes are currently callable at par). The 2027 notes were issued under a separate indenture dated November 15, 2017, between BRB and Brindoval Trust Company, N.A. (which also serves as trustee under that indenture).
If BRB determines to proceed with the redemption of the 2027 notes, Calderwood & Harkness is available to assist with the mechanics of such redemption, including the preparation and filing of the OCC redemption notice, the preparation and delivery of the notice of redemption to holders through Brindoval Trust, and coordination with DTC. We recommend that BRB engage with us early in the planning process to ensure compliance with all applicable regulatory and contractual requirements.
2.7 Transfer Restrictions and Legend Removal
The Notes were sold in a private placement pursuant to Rule 144A under the Securities Act and, accordingly, bear restrictive legends indicating that they have not been registered under the Securities Act and are subject to certain transfer restrictions. The Global Note held by the nominee of DTC reflects these legends.
Holders of the Notes may request removal of the restrictive legends under the following circumstances:
(a) upon the completion of a registered exchange offer pursuant to the Registration Rights Agreement, with respect to Notes exchanged in such offer;
(b) upon the effectiveness of a shelf registration statement covering the resale of the Notes, with respect to Notes sold pursuant to such shelf registration statement; or
(c) upon compliance with the applicable seasoning and transfer requirements under Rule 144 of the Securities Act (including the passage of any applicable holding period and satisfaction of the other conditions of Rule 144), with respect to Notes sold in reliance on Rule 144.
BRB should be prepared to coordinate with Brindoval Trust Company, N.A., in its capacity as Registrar and Transfer Agent under the Indenture, on any legend removal requests received from holders. Such requests typically require delivery of an opinion of counsel confirming that the applicable conditions for legend removal have been satisfied, or a certification from the holder that the conditions of Rule 144 have been met. Calderwood & Harkness is available to provide such opinions or to advise BRB's in-house counsel on the applicable requirements as requests arise.
2.8 Rating Agency Maintenance
The Notes have been rated by two nationally recognized statistical rating organizations ("NRSROs"):
Meridian Ratings Group, Inc. Current Rating: BBB (stable outlook) Analyst: Kenji Okamura Telephone: (212) 555-9100
Archer Bond Analytics LLC Current Rating: Baa2 (stable outlook) Analyst: Rebecca Lin-Torres Telephone: (212) 555-8200
Both rating agencies maintain ongoing surveillance of the Notes and of BRB's overall credit profile. BRB should continue to provide timely financial and corporate information to both NRSROs as requested and should promptly notify each rating agency of any material developments that could affect BRB's creditworthiness or the terms of the Notes. In particular, BRB should ensure that each agency receives copies of BRB's quarterly and annual financial statements, Call Reports, and any material public filings or announcements on a timely basis.
We note that any downgrade or withdrawal of either rating could trigger increased investor attention, potential secondary market price volatility, and may affect BRB's ability to issue additional capital instruments in the future. Maintaining an open and proactive dialogue with each rating agency is advisable.
3. Document Retention and Record-Keeping
Calderwood & Harkness will retain its working files related to this transaction, including drafts, correspondence, notes, and other work product, in accordance with the firm's standard document retention policies. As a general matter, our files for capital markets transactions are retained for a period of not less than ten (10) years following the closing date, after which they are subject to the firm's routine records management procedures.
BRB should retain all executed originals and the closing binder (both physical and electronic) in a secure location, with copies accessible to BRB's legal, treasury, and finance departments. Given the ten-year maturity of the Notes, we recommend that BRB plan to retain the complete transaction record for the life of the Notes plus any applicable statute of limitations period.
In particular, we recommend that BRB maintain a separate, readily accessible file containing the following key documents, for ease of reference in connection with ongoing compliance, future capital planning, and any potential redemption or registration activity:
(a) the executed Indenture (Tab 2);
(b) the form of Global Note (Tab 3);
(c) the executed Registration Rights Agreement (Tab 4);
(d) the OCC Non-Objection Letter dated February 12, 2026 (Tab 19);
(e) all certified Board Resolutions of BRB and BRFG (Tabs 15 and 16);
(f) the Closing Funds Flow Memorandum (Tab 21); and
(g) the Officer's Certificate and Secretary's Certificate (Tabs 13 and 14).
This separate file should be maintained in a location known to BRB's General Counsel, Treasurer, and Chief Financial Officer, and should be updated as appropriate to include any future amendments, supplements, or waivers related to the transaction documents.
4. Outstanding Invoices and Fee Matters
Calderwood & Harkness's final invoice for legal services rendered through and including the closing date will be transmitted separately in accordance with the firm's standard billing procedures. As noted in our engagement letter dated November 10, 2025, our estimated legal fees and disbursements for this matter were $425,000 (exclusive of applicable taxes). We anticipate that our final fees and disbursements will be within this estimate, and any variance will be discussed with you prior to submission of the invoice.
Pursuant to Section 7(d) of the Purchase Agreement, BRB has also agreed to reimburse Pennfield & Associates LLP, as counsel to the Initial Purchasers, for their reasonable and documented fees and disbursements incurred in connection with this transaction, estimated at approximately $275,000. We understand that Pennfield & Associates will submit its invoice directly to BRB's treasury department.
In addition, the following invoices from other service providers should be expected and processed through BRB's treasury department in accordance with the Closing Funds Flow Memorandum and the applicable provisions of the Purchase Agreement:
We recommend that BRB's treasury department confirm receipt of each invoice against the Closing Funds Flow Memorandum and process payments promptly to avoid any outstanding payables related to the transaction.
5. Availability for Questions and Ongoing Assistance
Calderwood & Harkness remains available to assist BRB with any questions regarding the transaction documents, the post-closing obligations summarized in this letter, or any other matters arising out of or related to this offering. We are committed to providing BRB with seamless ongoing support as you navigate the post-closing compliance landscape and consider future capital planning initiatives.
Your primary contacts at Calderwood & Harkness for matters relating to this transaction are as follows:
Vivienne St. Claire, Partner, Capital Markets (Responsible Partner) Telephone: (212) 555-7210
Email: vstclaire@calderwoodharkness.com
Eric Johannsen, Senior Associate, Capital Markets (Lead Associate) Telephone: (212) 555-7245
Email: ejohannsen@calderwoodharkness.com
Leonard Cross, Partner, Tax (for tax-related matters, including the Tax Opinion and any Tax Event or Regulatory Capital Treatment Event analysis) Telephone: (212) 555-7260
Email: lcross@calderwoodharkness.com
For regulatory capital questions, OCC filings (including the post-issuance notification and any future OCC redemption applications), or Federal Reserve reporting matters, please contact Vivienne St. Claire or Eric Johannsen directly.
We are pleased to have assisted Belmont Ridge Bank, National Association in this important capital markets transaction. The successful completion of this $350,000,000 subordinated debt offering represents a significant step in strengthening BRB's regulatory capital position, and we commend the BRB team for the professionalism and efficiency with which this transaction was executed. We look forward to our continued relationship with BRB and BRFG and to assisting you with future capital markets, regulatory, and corporate matters.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Vivienne St. Claire Partner, Capital Markets Calderwood & Harkness LLP One Liberty Plaza, 52nd Floor New York, New York 10006
cc: Marcus D. Harrington, Chief Executive Officer, BRB cc: Priya Narasimhan, Chief Financial Officer, BRB cc: Jonathan R. Talbott, Treasurer, BRB cc: Robert Adeyemi, Billing Partner, Calderwood & Harkness LLP cc: Eric Johannsen, Lead Associate, Calderwood & Harkness LLP cc: Claire Dempsey, Working Associate, Calderwood & Harkness LLP cc: Leonard Cross, Tax Partner, Calderwood & Harkness LLP
Enclosures:
1.  Closing Binder (2 bound volumes — Volumes I and II)
2.  USB drive containing complete electronic closing binder
This letter and the enclosed materials contain information that is privileged, confidential, and subject to the attorney-client privilege and/or attorney work product doctrine. This letter is intended solely for the use of the addressee and the individuals copied herein. If you have received this communication in error, please notify us immediately and destroy all copies.
Service Provider | Description | Estimated Amount
Brindoval Trust Company, N.A. | Trustee acceptance fee and first-year annual fee | $35,000
Whitmore & Lathrop, P.C. | Comfort letter and related audit procedures | $85,000
Meridian Ratings Group, Inc. and Archer Bond Analytics LLC | Initial rating fees (combined) | $210,000
Donnegan Financial Press Inc. | Printing of Confidential Offering Memorandum and related materials | $45,000
Miscellaneous | Blue sky fees, DTC fees, CUSIP Bureau fees, and other ancillary costs | $75,000
Total Estimated Third-Party Expenses | $450,000

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